UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1)
or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
POTBELLY CORPORATION
(Name of Subject Company (issuer))
HERO SUB INC.
(Offeror)
a wholly owned subsidiary of
RACETRAC, INC.
(Parent of Offeror)
(Names of Filing Persons (identifying status
as offeror, issuer or other person))
Common Stock, $0.01 par value per share
(Title of Class of Securities)
73754Y100
(CUSIP Number of Class of Securities)
Joseph Akers
Chief Legal Officer
RaceTrac, Inc.
200 Galleria Parkway SE, Suite 900
Atlanta, GA 30339
Telephone: (770) 431-7600
(Name, address, and telephone
numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
W. Benjamin Barkley
David M. Eaton
Kilpatrick Townsend & Stockton LLP
1100 Peachtree St. NE, 2800
Atlanta, GA 30309
(404) 815-6500
| ¨ | Check
the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to
which the statement relates:
| x | Third-party
tender offer subject to Rule 14d-1. |
| ¨ | Going-private
transaction subject to Rule 13e-3. |
| ¨ | Issuer
tender offer subject to Rule 13e-4. |
| ¨ | Amendment
to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting
the results of the tender offer: x
If applicable, check the appropriate box(es) below to designate the
appropriate rule provision(s) relied upon:
| ¨ | Rule
13e-4(i) (Cross-Border Issuer Tender Offer). |
| ¨ | Rule
14d-1(d) (Cross-Border Third-Party Tender Offer). |
This Amendment No. 2 (this “Amendment”) amends and supplements
the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on September 23, 2025 (as amended and together
with any amendments and supplements thereto, the “Schedule TO”) by Hero Sub Inc., a Delaware corporation (“Purchaser”),
and RaceTrac, Inc., a Georgia corporation (“Parent”). The Schedule TO relates to the offer by Purchaser to purchase any and
all of the issued and outstanding shares of common stock, par value $0.01 per share, of Potbelly Corporation, a Delaware corporation (the
“Company” and such shares, the “Shares”), at a price of $17.12 per Share, without interest, net to the seller
in cash, less any applicable withholding taxes, upon the terms and subject to the conditions described in the Offer to Purchase, dated
September 23, 2025 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the accompanying
Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, together with
the Offer to Purchase, the “Offer”), which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B),
respectively. Purchaser is a wholly owned subsidiary of Parent. This Amendment is being filed on behalf of Parent and Purchaser. Unless
otherwise indicated, references to sections in this Amendment are references to sections of the Offer to Purchase.
Except as otherwise set forth in this Amendment, the information set
forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment.
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.
The Schedule TO is hereby amended and supplemented as follows:
Items 1 through 9 and Item 11.
Items 1 through 9 and Item 11 of the Schedule TO are hereby amended
and supplemented as follows:
“The Offer and withdrawal rights expired as scheduled at 5:00
p.m., New York City time, on Wednesday, October 22, 2025. The Depositary has advised Purchaser that, as of the Offer Expiration Time,
28,280,576 Shares (excluding, for the avoidance of doubt, Shares presented pursuant to guaranteed delivery procedures which have not yet
been “received,” as such term is defined by Section 251(h) of the DGCL) were validly tendered and not validly withdrawn pursuant
to the Offer, representing approximately 90.7% of the issued and outstanding Shares as of the Offer Expiration Time. The number of
Shares validly tendered and not validly withdrawn pursuant to the Offer satisfies the Minimum Condition. As all conditions to the Offer
have been satisfied or waived, Purchaser has irrevocably accepted for payment all such Shares validly tendered into and not validly withdrawn
from the Offer and will pay for all such Shares promptly (and in any event within two business days) after the Offer Acceptance Time in
accordance with the Offer.
As a result of its acceptance of the Shares validly tendered in the
Offer, Purchaser acquired a sufficient number of Shares to complete the Merger without a vote of the stockholders of the Company pursuant
to Section 251(h) of the DGCL. Accordingly, on October 23, 2025, Purchaser effected the Merger under Section 251(h) of the DGCL, pursuant
to which Purchaser merged with and into the Company, with the Company continuing as the surviving corporation. As a result of the Merger,
each Share issued and outstanding immediately prior to the effective time of the Merger (other than Shares that are (i) held by a holder
who is entitled to demand appraisal and who has (or for which the “beneficial owner” (as defined in Section 262(a) of the
DGCL) has) properly exercised appraisal rights with respect thereto in accordance with, and who has (and, to the extent applicable, for
which the applicable beneficial owner has) complied with, Section 262 of the DGCL with respect to any such Shares held by such holder
(the “Dissenting Company Shares”) or (ii) held by the Company as treasury stock or owned by Parent, Purchaser or any of Parent’s
other subsidiaries (including Shares acquired pursuant to the Offer) was cancelled and automatically converted into the right to receive
the Offer Price in cash (without interest and less any applicable withholding taxes), which we refer to as the “Merger Consideration.”
Shares described in clauses (i) and (ii) above were cancelled at the effective time of the Merger and will not be exchangeable for the
Merger Consideration. The Dissenting Company Shares will entitle their holders only to the rights granted to them under Section 262 of
the DGCL.
Following the Merger, the Company will be delisted and will cease to
be a publicly traded company. Parent and Purchaser intend to take steps to cause the termination of the registration of the Shares under
the Exchange Act as promptly as practicable.
A copy of the press release issued by Parent on October 23, 2025, announcing
the expiration and results of the Offer is filed as Exhibit (a)(5)(A) to the Schedule TO and is incorporated herein by reference.”
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following exhibit:
| Exhibit No. |
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Description |
| (a)(5)(A) |
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Press Release issued by Parent on October 23, 2025. |
SIGNATURE
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: October 23, 2025 |
RACETRAC, INC. |
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By: |
/s/
Joseph Akers |
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Joseph Akers
Chief Legal Officer |
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HERO SUB INC. |
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By: |
/s/ Joseph Akers |
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Joseph Akers
Secretary |
